11/07/2024 | Press release | Distributed by Public on 11/07/2024 20:31
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Boxer Capital Management, LLC 12860 EL CAMINO REAL SUITE 300 SAN DIEGO, CA 92130 |
See remarks | |||
Davis Aaron I. 12860 EL CAMINO REAL, SUITE 300 SAN DIEGO, CA 92130 |
See remarks |
/s/ Aaron I. Davis, Managing Member, Boxer Capital Management, LLC | 11/07/2024 |
**Signature of Reporting Person | Date |
/s/ Aaron I. Davis | 11/07/2024 |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.0000 to $3.3955, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(2) | These securities are held indirectly by Boxer Capital Management, LLC ("BCM") as the investment manager of an account holding such securities. BCM disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Mr. Davis is the Managing Member of BCM and has voting and dispositive power over securities beneficially owned by BCM, but disclaims beneficial ownership of these securities except to the extent of his pecuniary interest, if any. |
(3) | These securities are owned directly by MVA Investors, LLC ("MVA Investors"). Aaron I. Davis is a member of and has voting and dispositive power over securities held by MVA Investors, but disclaims beneficial ownership of these securities except to the extent of such person's pecuniary interest therein, if any. BCM disclaims beneficial ownership of these securities. |
(4) | These securities are owned directly by BCTG Holdings, LLC ("BCTG"). MVA Investors is a member of BCTG. Mr. Davis is a member of the investment committee of BCTG. Mr. Davis disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any. BCM disclaims beneficial ownership of these securities. |
Remarks: The Reporting Persons may be deemed members of a group that formerly beneficially owned more than 10% of the outstanding shares of the Issuer's Common Stock. |